CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [****], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT 52 TO SPECIAL BUSINESS PROVISIONS...
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [****], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
AMENDMENT 52
TO
SPECIAL BUSINESS PROVISIONS (SBP) MS-65530-0016
BETWEEN
THE BOEING COMPANY
AND
SPIRIT AEROSYSTEMS, INC.
This Amendment 52 (Amendment) to Special Business Provisions MS-65530-0016 is entered into as of the date of the last signature below, between The Boeing Company, a Delaware corporation (Boeing), and Spirit AeroSystems, Inc., a Delaware corporation with its principal office in Wichita, Kansas (Seller). Hereinafter, Boeing and Seller may be referred to jointly as the Parties.
RECITALS
A.The Parties entered into Special Business Provisions MS-65530-0016, dated June 16, 2005, (SBP) and the General Terms Agreement BCA-65530-0016, dated June 17, 2005, (GTA) (collectively, the Agreement).
B.The most recent amendment to the SBP is Amendment 51, entered into on January 4, 2023.
C.The Parties entered into a Memorandum of Agreement dated October 12, 2023 (MOA).
D.All capitalized terms used but not defined in this Amendment have the same meaning as in the SBP.
E.The Parties wish to amend the SBP as set forth herein.
NOW THEREFORE, the Parties agree as follows:
| BOEING PROPRIETARY | Page 1 | |||||||
PP-65C00-120752
AGREEMENT
1.The list of “AMENDMENTS” within the SBP is hereby deleted and replaced in its entirety as follows:
“AMENDMENTS
| Amendment Number | Description | Effective Date | Approval | ||||||||
| 1 | Revise Company name from Mid-Western Aircraft Systems Incorporated to Spirit AeroSystems throughout document. Update Attachments 1, 2, 4, 14 and 16. | 2/23/2006 | X. XxXxxxxxx X. Xxxxx | ||||||||
| 2 | Incorporate CCNs as listed in Amendment 2 Attachment A, includes addition of new section 12.19, modification to sections 3.4.9, 12.16 and 32.0. Updates to Attachments 1, 2, 6, 7, 15, 16, 19 and 20. | 4/11/2007 | X. XxXxxxxxx X. Xxxxxxx | ||||||||
| 3 | Incorporate CCNs as listed in Amendment 3, Attachment A. Updates to Attachments 1, 2, 7, 14, 15, 16 and 22. | 11/28/2007 | X. XxXxxxxxx X. Xxxxxxx | ||||||||
| 4 | Incorporate CCNs as listed in Amendment 4, Attachment A. Updates to Attachments 1, 2, 7, 14, 15, 16. Incorporate Attachment 1A per CCN 508, 1328. | 7/8/2008 | X. Xx X. Xxxxxxx | ||||||||
| 5 | Incorporate CCNs as listed in Amendment 5, Attachment A, includes addition of new section 12.3.1.1 Updates to Attachments 1, 2, 7, 14, 15, 16 and 20. | 6/22/2009 | X. Xx X. Xxxxx | ||||||||
| 6 | Incorporate CCNs as listed in Amendment 6, Attachment A. Updates to Attachments 1, 2, 4, 7, 9, 10, 14 and 16. Incorporate Attachment 9 per CCN 2385. | 11/23/2010 | X. Xx X. Milan | ||||||||
| 7 | Incorporate CCNs as listed in Amendment 7, Attachment A, includes addition of new section 12.13.3.1. Updates to Attachments 1, 2, 4, 7, 9, 14 and 16. Incorporate Attachment 1B per CCN 4212 and Attachment 23 per the 767-2C MOA. | 7/28/2011 | X. Xx X. Milan | ||||||||
| 8 | Incorporate CCNs as listed in Amendment 8, Attachment A, includes revisions to section 7.9 and 12.13.1.1. Updates to Attachments 1, 2, 4, 7, 9, 14, 15 and 16. | 8/16/2013 | X. Xxxxxx X. Milan | ||||||||
| 9 | Incorporate Attachment 25 - 737 Max Titanium Inner Wall Agreement. | 9/4/2014 | X. Xxxxxx M. Milan | ||||||||
| 10 | Incorporate Attachment 26-737 Derailment. | 9/2/2014 | X. Xxxxxx X. Xxx | ||||||||
| 11 | Incorporate Attachment 27 -737-MAX Non-Recurring Agreement, and Attachment 28 737/747/767/777 Pricing Agreement. Updates Section 4.1, Attachment 4, Section B.1, Attachments 9 and 15 | 3/10/2015 | X. Xxxxxx X. Xxx | ||||||||
| 12 | Delete and replace Attachment 25, Section 3.0. | 4/9/2015 | X. Xxxxxxx X. Xxx | ||||||||
| 13 | Incorporate CCNs as listed in Amendment 13, Attachment A. Updates to Attachments 1, 2, 7, 9, 14, and 16. | 1/4/2016 | X. Xxxxxx X. Xxxxx | ||||||||
| 14 | Incorporate Attachment 25, Addendum 1. | 4/21/2015 | X. Xxxxxxxx X. Xxxxx | ||||||||
| 15 | NULL | NULL | NULL | ||||||||
| 16 | NULL | NULL | NULL | ||||||||
| 17 | Incorporate Attachment 29, 777X Non-Recurring Agreement. | 12/23/2015 | X. Xxxxxx X. Xxxxx | ||||||||
| 18 | NULL | NULL | NULL | ||||||||
| 19 | NULL | NULL | NULL | ||||||||
| 20 | 737 MAX Inner Wall. | 12/17/2015 | X. Xxxxxx-Xxxxxxx X.Xxxx | ||||||||
| Amendment 52 to SBP-MS-65530-0016 | BOEING PROPRIETARY | Page 2 | ||||||
PP-65C00-120752
| Amendment Number | Description | Effective Date | Approval | ||||||||
| 21 | Revisions to Attachment 27, 737 MAX Non-Recurring Agreement. | 5/9/2016 | X. Xxxxxxxx X. Xxxxx | ||||||||
| 22 | 737 MAX Composite Inner Wall Line Movement. | 11/2/2016 | X. Xxxxxxxx X. Xxxxxxx | ||||||||
| 23 | 737 MAX 9 INITIAL and CIW Line 19 Tooling Incentive Agreement. | 12/16/2016 | X. Xxxxxxxx X. Xxxxxxx | ||||||||
| 24 | Incorporate CCNs as listed in Amendment 23, Attachment A. Updates to Attachments 1, 2, 7, 9, and 14. | 12/20/2016 | X. Xxxxxx X. Xxxxx | ||||||||
| 25 | Revisions to Attachment 27, 737 MAX Non-Recurring. | 3/16/2017 | X. Xxxxxxxx X. Xxxxxxx | ||||||||
| 26 | Revisions to Attachment 27, 737 MAX Non-Recurring Agreement. | 3/23/2017 | X. Xxxxxxxx X. Xxxxxxx | ||||||||
| 27 | Incorporate Attachment 30, “737 NG / MAX Vapor Barrier Agreement”, Updates to Attachment 1 and 9. | 3/31/2017 | X. Xxxxxxx X. Xxxxx | ||||||||
| 28 | Revisions to Attachment 29, 777X NRE Agreement. | 6/22/2017 | X. X'Xxxxxxx X. Xxxxx | ||||||||
| 29 | Revisions to Attachment 27, 737 MAX Non-Recurring Agreement. | 7/20/2017 | X. Xxxxxxxx X. Xxxxxxx | ||||||||
| 30 | Delete and Replace SBP Sections 4.1, 4.1.1, 5.1.1, 5.2.1, 7.2, 8.0, 12.11, and 12.13.1.1 and SBP Attachments 1, 1B, 10 Section A10.2.10, 15, 16, 22, 27, and 29. Delete and Reserve SBP Attachments 1C, 20, and 28. Incorporate SBP Attachment 1D and 31. | 9/22/2017 | X. Xxxxxxx X. Xxxxxx | ||||||||
| 31 | Revisions to Attachment 27, 737-8 Rate Tooling Incentive Agreement. | 10/18/2017 | X. Xxxxxxxx X. Xxxxxxx | ||||||||
| 32 | Revisions to Attachment 27, 737 MAX Non-Recurring Agreement. | 11/15/2017 | X. Xxxxxxxx X. Xxxxxxx | ||||||||
| 33 | Revisions to Attachment 27, 737 MAX Non-Recurring Agreement. | 11/30/2017 | X. Xxxxxxxx X. Xxxxxxx | ||||||||
| 34 | Revisions to Attachment 27, 737-10 Non-Recurring Non-Tooling. | 2/23/2018 | X. Xxxxxxxx X. Xxxxxxx | ||||||||
| 35 | Revisions to Attachment 27, 737-9 Rate Tooling NTE. | 4/18/2018 | X. Xxxxxxxx X. Xxxxxxx | ||||||||
| 36 | Revisions to Attachment 27, 737-10 Wing NRE | 6/20/2018 | X. Xxxxxxxx X. Xxxxxxx | ||||||||
| 37 | Incorporation of new Sections: 3.3.4.10 767 One Piece SOW Tooling, 3.3.7 767 One Piece SOW Non-Recurring Pricing, 3.4.2.2 Delivery Point and Schedule for 767 One Piece SOW and 3.8 767 One Piece Statement of Work Special Provisions. Updates to Sections 7.1, Attachment 1 and 9. | 8/17/2018 | X. Xxxxxxxxx X. Gran | ||||||||
| 38 | Revision to Attachment 27, 737 MAX BBJ8, BBJ7, and 737-10 SOW. | 11/1/2018 | X. Xxxxxx X. Xxxxxxx | ||||||||
| 39 | 4.1.1 is altered. A new section 4.7 is added. Attachment 1 (excluding the Exhibits) is deleted and replaced in its entirety. A new Attachment 32 “737 Value Engineering Cost Sharing” is added. Attachment 1 Exhibits B, B.1, B.2, C, C.1, C.2, D, D.1, D.2, E.1, E.2, F, F.1, and F.2 are deleted and replaced in their entirety. A new Attachment 1 Exhibit C.3 is added. Attachment 1B is deleted in its entirety. | 11/2/2018 | X. Xxxxxxx X. Xxxxxxx | ||||||||
| Amendment 52 to SBP-MS-65530-0016 | BOEING PROPRIETARY | Page 3 | ||||||
PP-65C00-120752
| Amendment Number | Description | Effective Date | Approval | ||||||||
| 40 | SBP Section 4.7 is deleted and replaced in its entirety. SBP Section 7.2 is deleted and replaced in its entirety. A new SBP Section 7.5.3 is added. SBP Attachment 1 (including Exhibits B, B.1, B,2. D, D.1, D.2, F, F.1, F.2, and G) is deleted and replaced in its entirety. SBP Attachment 1B is added and marked “Reserved”. SBP Attachment 15 is deleted and replaced in its entirety. SBP Attachment 16 (including its Exhibit) is deleted and replaced in its entirety. SBP Attachment 31 is deleted, replaced in its entirety, and marked “Reserved”. SBP Attachment 32 (including its Exhibit A) is deleted and replaced in its entirety. All of the above is accordance with the agreements as set forth in the Collective Resolution 2.0 Memorandum of Agreement (the “CR 2.0 MOA”), dated December 21, 2018 Concurrently with the CR 2.0 MOA, the Parties also executed that certain Settlement and Release Agreement, dated December 21, 2018, pertaining to the release and settlement of warranty and various other claims | 1/30/2019 | X. XxXxxxxx X. Xxxxxxx | ||||||||
| 41 | Revisions to Attachment 29, 777-9 Rate Tooling. | 3/27/2019 | X. Xxxxx X. Xxxxxx | ||||||||
| 42 | Reserved | XXX | XXX TBD | ||||||||
| 43 | Revisions to Attachment 1 Product Pricing. | 5/22/2019 | X. Xxxxxx X. Xxxxx | ||||||||
| 44 | Section 12.13.2 is deleted and replaced in its entirety. | 7/19/2019 | X. Xxx X. Xxxxxxx | ||||||||
| 45 | Delete and Replace: -Section 3.8.b -Attachment 1, Exhibits D.1 and E.2 | 10/10/2019 | X. Xxxxxx X. Xxxxx | ||||||||
| 46 | Section 24.0 deleted and replaced. Section 24.1 incorporated. | 10/3/2019 | X. Xxxxxx X. Xxxxxxx | ||||||||
| 47 | SPB Attachment 1 Section 7.b) is deleted and replaced in its entirety. SBP Attachment 1 Section 8.c) is deleted and replaced in its entirety. | 5/5/2020 | X. Xxxxx X. Xxxxxxx | ||||||||
| 48 | SBP Sections 5.2 and 5.2.1 are deleted and replaced in their entirety. Attachment 1, Sections 1.b, 1.c, 2.a.i, 2.b, 3, 2.c, and 7.a.ii, paragraph 1 are deleted and replaced in their entireties. Table 2 in Attachment 1, Sections 2.a, is deleted and replaced in its entirety. Attachment 1, Sections 0.x.xx, 0.x.xxx, and 0.x.xxxx are deleted in their entireties. Attachment 2 is updated to included CCNs 12888, 12504R2, and 12568. Attachment 16, Sections b and c are deleted and replaced in their entireties. Attachment 23, Section XVIII.A., is deleted and replaced in its entirety. Attachment 29, Section 5.2.2 is deleted and replaced in its entirety. Attachment 29, Section 10.1.1 is deleted in its entirety. Attachment 29, Exhibit A is deleted and replaced in its entirety. | 1/18/2021 | X. Xxxxx X. Xxxxxxx | ||||||||
| 49 | SBP Section 12.13.1.1 is deleted and replaced in its entirety. SBP Attachment 16 is deleted and replaced in its entirety. | 3/11/2022 | X. Xxxxxx X. Xxxxxxx | ||||||||
| 50 | Attachment 29, Section 5.3.1 is deleted and replaced in its entirety. | 9/16/2022 | X. Xxxxxx X. Xxxxxx | ||||||||
| 51 | Attachment 1, Section 7.b is deleted and replaced in its entirety. Revisions to Attachment 15, 747/767/777 Constraint Matrix. | 1/4/2023 | X. Xxxxxx X. Xxxxxx | ||||||||
| MoA signed 10/12/2023 | MoA Section 11 amended SBP Attachment 1 to add a new subsection, Section 2(f) pertaining to 737 recurring pricing | 10/12/2023 | I. Xxxxxx X. Xxxxxxxxx | ||||||||
| 52 | Added section 2.f)i) to Attachment 1 pertaining to 737 POA Pricing Added section 8.d) to Attachment 1 pertaining to Tooling and Capital Expenditures Attachment 15 737 Rate [****] Constraint Matrix replaced in its entirety | 12/21/2023 | D. Armani X. Xxxxxxx | ||||||||
”
| Amendment 52 to SBP-MS-65530-0016 | BOEING PROPRIETARY | Page 4 | ||||||
PP-65C00-120752
2.737 POA Pricing. The SBP is hereby amended to add Subsection i) to Attachment 1 Section 2.f) as follows:
“i) Shipset price reductions set forth in Attachment 1 Section 2.f) above will not be applied to or have any impact on POA pricing.”
3.737 Tooling and Capital Expenditures. The SBP is hereby amended to add Section 8.d) to Attachment 1:
“d) Boeing will provide to Spirit up to $[****] for Spirit’s implementation of Tooling and capital expenditures necessary to support the 737 Rate [****] Constraint Matrix set forth in Attachment 15 (Exhibit 1 to SBP Amendment 52). After the first payment below, the Parties agree to hold joint reviews 30 days prior to the issuance of each related purchase order to confirm the amount and asset content of each funded package. Spirit agrees to prioritize purchased assets to Boeing’s production requirements, provide Boeing with documentation validating expenditures, and provide Boeing on-site representatives with observable evidence of assets in place on a periodic basis. Boeing will pay to Spirit, via purchase order (issued no later than 60 days prior to the respective payment date, unless otherwise specified below) and invoice, for Tooling and capital expenditures by Spirit, as follows:
•$[****] paid, via wire transfer, no later than October 26, 2023
•$[****] paid no later than January 31, 2024
•$[****] paid no later than April 30, 2024
•$[****] paid no later than July 31, 2024
•$[****] paid no later than October 31, 2024
•$[****] paid no later than January 31, 2025
•$[****] paid no later than April 30, 2025
Spirit will submit Certified Tool Lists to Boeing for all associated Tooling. The above payments are not contingent upon Certified Tool Lists submittal by Spirit or approval by Boeing. Spirit will provide Certified Tool Lists within 12 months of Tool completion.”
4.Constraint Matrix. The 737 Rate [****] Constraint Matrix within SBP Attachment 15 is hereby deleted and replaced in its entirety with the 737 Rate [****] Constraint Matrix set forth in Exhibit 1 hereto.
5.Miscellaneous.
5.1.All other provisions of the SBP remain unchanged and in full force and effect.
5.2.This Amendment cancels and supersedes all previous agreements between the Parties relating to the content of this Amendment, whether written or oral.
| Amendment 52 to SBP-MS-65530-0016 | BOEING PROPRIETARY | Page 5 | ||||||
PP-65C00-120752
6.Governing Law. This Amendment shall be governed by the internal laws of the State of Washington without reference to any rules governing conflict of laws.
7.Confidentiality. The terms of this Amendment, together with the information exchanged by the Parties during negotiation hereof, are confidential under the terms of the Agreement.
EXECUTED as of the last date set forth below by the duly authorized representatives of the Parties.
| THE BOEING COMPANY | SPIRIT AEROSYSTEMS, INC. | |||||||
| /s/ Xxxxx Xxxxxx | /s/ Xxxxxx Xxxxxxx | |||||||
| Signature | Signature | |||||||
| Xxxxx Xxxxxx | Xxxxxx Xxxxxxx | |||||||
| Printed name | Printed name | |||||||
| Procurement Agent | Director, Contracts | |||||||
| Title | Title | |||||||
| 12/21/2023 | 12/21/2023 | |||||||
| Date | Date | |||||||
| Amendment 52 to SBP-MS-65530-0016 | BOEING PROPRIETARY | Page 6 | ||||||
PP-65C00-120752
Exhibit 1
[****]
| Amendment 52 to SBP-MS-65530-0016 | BOEING PROPRIETARY | Page 7 | ||||||
